AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ARIZONA PUBLIC SERVICE COMPANY
(Exact name of Registrant as specified in its charter)
ARIZONA 86-0011170
(State of Incorporation) (I.R.S. Employer
Identification Number)
400 North Fifth Street
Phoenix, Arizona 85004
(602) 250-1000
(Address, including zip code and telephone number, including area code,
of registrant's principal executive offices)
MATTHEW P. FEENEY
Snell & Wilmer L.L.P.
One Arizona Center
Phoenix, Arizona 85004
(602) 382-6239
(Name, address, including zip code and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement, as determined
by market conditions and other factors.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective registration statement for the same offering. [X] 333-63994
If this Form is a post-effective amendment filed pursuant to Rule 464(c)
under the Securities Act, check the following and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Each Class of to be Price Offering Registration
Securities to be Registered Registered Per Unit Price Fee
- --------------------------------------------------------------------------------
First Mortgage Bonds....... (1)(3) (2) (1)(2)(3) N/A
Debt Securities............ (1)(4) (2) (1)(2)(4) N/A
Total................. $50,000,000 (2) $50,000,000 $4,600(5)
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(1) In no event will the aggregate initial offering price of all securities
issued from time to time pursuant to this Registration Statement exceed
$50,000,000. If any such securities are issued at an original issue
discount, then the aggregate initial offering price as so discounted shall
not exceed $50,000,000, notwithstanding that the stated principal amount of
such securities may exceed such amount.
(2) The proposed maximum initial offering price per unit will be determined,
from time to time, by the Registrant in connection with the issuance by the
Registrant of the securities registered hereunder.
(3) Subject to Footnote (1), there are being registered hereunder an
indeterminate principal amount of First Mortgage Bonds as may be sold, from
time to time, by the Registrant.
(4) Subject to Footnote (1), there are being registered hereunder an
indeterminate principal amount of Debt Securities as may be sold, from time
to time, by the Registrant.
(5) Calculated pursuant to Rule 457(o) of the rules and regulations under the
Securities Act of 1933.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
This registration statement relates to the public offering of the Registrant's
securities contemplated by the Registration Statement (No. 333-63994) on Form
S-3 (the "Prior Registration Statement"). This registration statement is being
filed for the sole purpose of increasing the amount of securities to be sold by
$50,000,000. The contents of the Prior Registration Statement are hereby
incorporated by reference into this registration statement.
ITEM 16. EXHIBITS
The following exhibits are filed herewith or incorporated by reference:
Exhibit
Number Description of Exhibit
------ ----------------------
5.1 Opinion of Snell & Wilmer L.L.P. (included in Exhibit 5.1 of
the Registrant's Prior Registration Statement on Form S-3
(Reg. No. 333-63994) and incorporated by reference).
23.1 Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on pages II-6 to II-7 of the
Registrant's Prior Registration Statement on Form S-3 (Reg.
No. 333-63994) and incorporated by reference).
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona on the 26th day of
February, 2002.
ARIZONA PUBLIC SERVICE COMPANY
By William J. Post
-----------------------------------------
(William J. Post, Chairman of the Board
of Directors and Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
William J. Post Principal Executive Officer February 26, 2002
- ----------------------------- and Director
(William J. Post, Chairman
of the Board of Directors and
Chief Executive Officer)
Jack E. Davis Principal Accounting Officer, February 26, 2002
- ----------------------------- President and Director
(Jack E. Davis, President)
Michael V. Palmeri Principal Financial Officer February 26, 2002
- -----------------------------
(Michael V. Palmeri,
Vice President, Finance)
* Director February 26, 2002
- -----------------------------
(Edward N. Basha, Jr.)
* Director February 26, 2002
- -----------------------------
(Michael L. Gallagher)
* Director February 26, 2002
- -----------------------------
(Pamela Grant)
3
* Director February 26, 2002
- -----------------------------
(Roy A. Herberger, Jr.)
* Director February 26, 2002
- -----------------------------
(Martha O. Hesse)
* Director February 26, 2002
- -----------------------------
(William S. Jamieson, Jr.)
* Director February 26, 2002
- -----------------------------
(Humberto S. Lopez)
* Director February 26, 2002
- -----------------------------
(Robert G. Matlock)
* Director February 26, 2002
- -----------------------------
(Kathryn L. Munro)
* Director February 26, 2002
- -----------------------------
(Bruce J. Nordstrom)
* Director and President February 26, 2002
- -----------------------------
(William L. Stewart)
*By: Barbara M. Gomez
-------------------------
Barbara M. Gomez
Attorney-in-fact
4
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ARIZONA PUBLIC SERVICE COMPANY
(Exact name of registrant as specified in its charter)
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The following exhibits are filed herewith or incorporated by reference:
Exhibit
Number Description of Exhibit
------ ----------------------
5.1 Opinion of Snell & Wilmer L.L.P. (included in Exhibit 5.1 of
the Registrant's Prior Registration Statement on Form S-3
(Reg. No. 333-63994) and incorporated by reference).
23.1 Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (included on pages II-6 to II-7 of the
Registrant's Prior Registration Statement on Form S-3 (Reg.
No. 333-63994) and incorporated by reference).